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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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                  (b) The amount of the Cash Consideration shall equal the
Aggregate Consideration reduced by the "Equity Value", which shall equal the
product of (i) the value of the Aggregate Consideration allocated to FHGLP in
Part III of the Allocation Notice, and (ii) the percentage of FHGLP's
partnership interest in Falcon that is contributed to Charter LLC pursuant to
Section 2.1(b). The Equity Value shall be set forth in Part IV of the Allocation

                  (c) Each Seller acknowledges that upon payment of the
Aggregate Consideration to the accounts or Persons designated by the Sellers in
accordance with this Agreement, Buyer shall have no additional liability or
obligation to the Sellers with respect to the allocation of the Aggregate
Consideration among the Purchased Interests and the Contributed Interest and the
Sellers, and each Seller agrees to indemnify and hold Buyer harmless from and
against any claim by a Seller (or a partner, shareholder or member of such
Seller) arising out of the allocation of the Aggregate Consideration.

                  (d) The Sellers and Buyer agree to allocate the Cash
Consideration among the Sellers of the Purchased Interests as follows:

                           (1) $1 shall be paid to FHGLP for all of its capital
stock in Enstar,

                           (2) $1 shall be paid to DHN for its entire membership
interest in Adlink, and

                           (3) the balance of the Cash Consideration allocated
to each Seller of the other Purchased Interests shall equal the sum of (x) the
cash portion of the Net Closing Payment paid to such Seller as set forth in Part
V of the Allocation Notice, plus (y) the portion of the Adjustment Escrow Amount
paid to such Seller pursuant to Section 2.6(b)(1)(B) hereof (if any).

         2.4 Adjustments.

                  (a) Closing Equivalent Subscribers. The Aggregate
Consideration shall be decreased by the number, if any, by which the number of
Closing Equivalent Subscribers is less than 979,700 multiplied by $3,516. For
purposes of this Agreement, "Closing Equivalent Subscribers" means the total
number of Equivalent Subscribers for all of the Systems as of the Closing Date,
subject to the provisions of Sections 2.4(c) and 6.1(c)(3).

                  (b) Closing Net Liabilities. The Aggregate Consideration shall
be decreased by the amount of the Closing Net Liabilities. For purposes of this
Agreement, "Closing Net Liabilities" means:

                                    (i)     the Senior Discount Debentures
                                            Accreted Value; plus

                                    (ii)    the Senior Debentures Amount; plus

                                    (iii)   the Senior Debt Amount; plus